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Missouri cable) Any other required state forms datory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applider) Document Filing Checklist - Missouri ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (man compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf bination If desired, have attorney review Articles of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers Checklist - Missouri ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorpor___________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation______________ ________________________________ ________________________________ ________________________________ Cash/Property ___________________________ ___________________________ ________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________________________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ______________________________________________________ Required vote for directors actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ ___te ____________________ Time _____________ ______ directors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ___________________________________________________ Authority to amend the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Dahareholders actions (majority/%/unanimous?): _________________________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ___________lders meeting: __________________________________________ Annual shareholders meeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for s___________________________ ____________________________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for sharehoName _________________________ _________________________ _________________________ _________________________ Address ____________________________________ ____________________________________ _________address: _____________________________________ ______________________________________________________________________________ Proposed first officers: President: Vice President: Secretary: Treasurer: ____________________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation's registered agent and office _____________________ ______________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ __________________________________ Proposed first board of directors Name ______________________________ ______________________________ ______________________________ ______________________________ _______________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________ ___________________________________________ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corporate bank account: _____ill act as incorporators: Name ______________________________ ______________________________ ______________________________ Address ___________________________________________ ________________________ existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: ___________________________________________ Names and addresses of those who w__________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorporation: Missouri Corporate_________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: __________________________________________________________________________ Other places of business: _________________________________________________________ ___________________________________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ ________usiness: ______________________________________________ ______________________________________________________________________________ Description of principal place of business: _____________________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place of b _________________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _____________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________ _________________________ ___________________________________________________________________________________ Alternate choices: _______________________________________________________________ __________________________________________________________- Missouri Name/Address of State Corporation Department: Corporations Division PO Box 778 600 W. Main Street, Rm. 322 Jefferson City, MO 65102 Proposed Name of the Corporation First choice: _________ of stock which may be approved by t e board of directors h once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet e issuance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or property, and value of potential sales of sharesck. Shares must be sold for a price at or below par value. If no-par value is assigned, the shares are issued for the actual price paid per share. The choice of par or no-par value stock may affect tho-par value: This refers to an arbitrary indication as to the value of the stock. The designation of stock as having a certain "par" value is not an indication of the actual value of the shares of stoenced by the incorporation fee structure of the state of incorporation. For example, in Missouri, the filing fee is based upon the amount of stock issued by the corporation (See above.) Par value or nmber of shares: This figure is required to be listed in the Articles of Incorporation. The number of shares of stock to be authorized should be listed. For small corporations, this number may be influto as "paid-in capital." In Missouri, there is no paid-in capital minimum. Initial indebtedness: If there is to be any initial indebtedness for the corporation, please list here. Initial authorized nuporation upon its beginning business. This transfer will be in exchange Instructions for Pre-Incorporation Worksheet 3 for the issuance of shares of stock in the corporation. This is also referred 50 percent), although this figure can be set higher and can be made to be unanimous. Total initial investment: This figure is the total amount of money or property that will be transferred to the corrs is present at a meeting, this is the percentage of directors who must vote in the affirmative in order to officially pass any board of directors business. This is normally set at a "majority" (overy directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Required vote for directors action: Once it is determined that a quorum of directoirectors meeting should be specified. Required quorum for directors meeting: This is the percentage of directors that must be present at a board of directors meeting in order to officially transact anBylaws: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of the annual board of d. Amendments to Articles of Incorporation: Under this item should be the determination of which bodies of the corporation will have the authority to amend the Articles of Incorporation. Amendments to accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting professionalve in order to officially pass any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year ander action: Once it is determined that a quorum of shareholders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote in the affirmatiy" (over 50 percent), although this figure can be set higher. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote for shareholdf ownership of shares of issued stock in the corporation that must be represented at a shareholders meeting in order to officially transact any shareholder business. This is normally set at a "majoritf you desire that your corporation qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for shareholders meeting: This is the percentage o. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a corporation from another state is referred to as a "foreign" corporation. I2 Out-of-state qualification: If the corporation desires to actively conduct business in a state other that the main state of incorporation, it is necessary to "qualify" the corporation in that stated in the Articles of Incorporation and need not be made public. You should list here the persons who are proposed as the first officers of the business. Instructions for Pre-Incorporation Worksheet a lawyer. Normally, the main owner, chairperson of the board of directors, or president of the corporation is selected as the registered agent. Proposed first officers: This information is not providervice of process (i.e., to accept subpoenas or summonses on behalf of the corporation). The person need not be a shareholder, director, or officer of the corporation. The registered agent need not be treet address of the person who will act as the registered agent of the corporation. All states (except New York) require that a specific person be available as the agent of the corporation for the se of directors. Note that in Missouri, the number of initial directors must be stated in the Articles of Incorporation. Corporation's registered agent and address: You should list the name and actual swhich case the minimum number of directors is equal to the number of shareholders. Proposed first board of directors: You should list the names and addresses of the proposed members of the first boardpplies; and any other direct costs of the incorporation process. Proposed number of directors: In Missouri, the minimum number of directors is three, unless there are less than three shareholders, in te fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary su directors meeting. Cost of incorporation: The state fee for incorporation is an organization tax of a minimum of $58, based on the amount of stock issued by the corporation (Please note that a complef incorporation, you should determine the bank which will handle the corporate accounts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the firstThis will be the date proposed for holding the first meeting of the board of directors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance oons) who will prepare and file the Articles of Incorporation. In Missouri, the minimum number of incorporators is one. Incorporators must be 18 years of age or older. Date of first directors meeting: rporation), the incorporators of your corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person (or pers to begin corporate business: This should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incoons for Pre-Incorporation Worksheet 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed datethe case. Virtually all states have now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructiate in which to incorporate. This was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate business. This is no longer be noted here. State of incorporation: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was regarded as the best st the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should ally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regardinges to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all corporations. Additionhe necessity of later amending the Articles of Incorporation to reflect a change in direction of your business. State/local licenses required: Here you should note any specific requirements for licenscorporation must have a specific primary purpose stated in the Articles of Incorporation. In stating a specific purpose, you should try to be broad enough to allow your business fliexibility without tf the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home address. Purpose of corporation: In Missouri, a listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal place of business: This must be the address oname is reservable for 60 days for a $20 fee. The corporate name must include the word Corporation, Incorporated, Company or Limited, or an abbreviation of one of the preceding. Parties involved: Thisany existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of name. In Missouri, a corporate state forms and fee schedules at http://sos.state.mo.us/forms.asp. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not conflict with tate of Missouri, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also downloaddepartment: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in the Ssing in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Missouri Address of state corporation services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) aripublishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or ny of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for a.mo.us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the ease note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://www.moga.state. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pll also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be requiredber of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written worksheet wilform the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting rights, numta to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desiring to ose, structure and type prior to incorporation within the State of Missouri. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit - Missouri Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Missouri